EXHIBIT 10.24
                   REAL ESTATE PURCHASE AGREEMENT
  
  
      THIS AGREEMENT is made this 5th day of October, 1997, between
  Pinnacle Sonoran Desert Properties, L.L.C. ("Seller") and Giant
  Industries Arizona, Inc. ("Purchaser").
  
      In consideration of the following mutual promises, Seller and
  Purchaser agree as follows:
  
       1.  SALE AND PURCHASE.  Upon the following terms and
  conditions, Seller shall sell and Purchaser shall purchase a
  portion of that certain parcel of real estate known as Assessors
  Parcel #211-40-006E and a portion of #211-40-006L, together with
  all improvements thereon and appurtenances thereto, including all
  fixtures and equipment attached thereto, located on the Northwest
  corner of Tatum and Dynamite Boulevards, Phoenix, Arizona (the
  "Property"). (See Exhibit A).
  
       2.  PURCHASE PRICE AND TERMS OF PAYMENT.  The "Purchase
  Price" for the Property shall be approximately Twelve and 20/100
  Dollars ($12.20) per square foot for approximately Seventy-five
  Thousand  Square Feet (75,000 S.F.).  Actual site perimeter
  dimensions shall be as mutually agreed and indicated on a final
  survey plat.  The Purchase Price shall be payable by Purchaser to
  Seller as follows:
  
            a)  EARNEST MONEY DEPOSIT.  Within ten (10) days from
  execution of this Agreement the sum of Ten Thousand and No/100
  Dollars ($10,000.00) shall be deposited by Purchaser in escrow
  with a mutually agreed to escrow agent as a refundable earnest
  money deposit.  The earnest money deposit shall be applied toward
  the Purchase Price if Purchaser proceeds to buy the Property. 
  
            b)  INSPECTION PERIOD DEPOSITS.   Seller hereby grants
  Purchaser an inspection period as described in Paragraph 4(a) of
  this Agreement.  
  
            c)  BALANCE AT CLOSING.  The balance of the Purchase
  Price shall be paid by Purchaser at Closing as later defined, in
  cash, certified funds or by cashier's check. 
  
       3.  TITLE EXAMINATION, MARKETABLE TITLE AND TITLE INSURANCE.
  
           a)  TITLE EXAMINATION.  Within ten (10) days after the
  execution of this Agreement, Seller shall furnish Purchaser with a
  title commitment issued by a title insurance company licensed to
  insure title to real estate in the county where the Property is
  located.  The title commitment shall constitute a promise by the
  title insurance company to insure that title to the Property in
  Purchaser's name in the amount of the Purchase Price.  Purchaser
  shall have five (5) days after the delivery of the title
  commitment to Purchaser to review it and to present Seller with
  written notice of any objections to the status of title as shown
  by the commitment.  Any objections which have not been presented
  to Seller by the end of such period shall be deemed to have been
  waived.  If written objections to the title commitment are timely
  made, then Seller, at Seller's expense, shall take such steps as
  are necessary to satisfy such objections.  If Purchaser's
  objections have not been satisfied prior to Closing, then
  Purchaser shall have the right to elect not to close on the
  transaction and not to purchase the Property.
  
            b)  MARKETABLE TITLE.  At Closing, Seller shall execute
  a general warranty deed, conveying good and merchantable title to
  the Property to Purchaser free and clear of all liens and
  encumbrances and subject only to those matters reflected on the
  title commitment and not objected to by Purchaser pursuant to this
  paragraph.
  
            c)  TITLE INSURANCE.  Immediately following Closing,
  Seller, at Seller's expense, shall cause the title insurance
  company to issue an owner's title insurance policy in favor of
  Purchaser for the Property in the amount of the Purchase Price. 
  The title insurance policy shall set forth exceptions for only
  those matters reflected on the title commitment and not objected
  to by Purchaser pursuant to this paragraph and the standard
  preprinted exceptions contained in the title insurance company's
  standard form of title insurance, except that the standard survey
  and materialmen's liens exceptions (standard exceptions 1 through
  4) shall be deleted at Seller's expense.  The expense of obtaining
  any and all surveys, affidavits and other matters required by the
  title insurance company to delete such standard exceptions shall
  be borne by Seller.
  
       4.  CONTINGENCIES.
  
           a)  INSPECTION PERIOD.  Purchaser shall have ten (10)
  days after the execution of this Agreement in which to inspect the
  Property and determine if, in Purchaser's opinion, the property is
  suitable for development of a retail food and fuel facility.  If
  no written objections to the Property have been presented to
  Seller by the end of such period, then Purchaser shall be deemed
  to have accepted the Property and to have waived all objections to
  it.  If written objections are timely made, Seller, at Seller's
  expense, shall take such steps as are reasonably necessary to
  correct the conditions complained of.  If Purchaser's objections
  have not been satisfied prior to Closing, then Purchaser shall
  have the right to elect not to close on the transaction and not to
  purchase the Property.
  
            b)  SURVEY EXAMINATION.  Within five (5) days after the
  execution of this Agreement, Seller and Purchaser shall agree upon
  site boundary dimensions and within an additional five (5) days
  Seller shall furnish Purchaser with a current boundary and
  improvement survey of the Property including a legal description
  prepared by a duly licensed Arizona land surveyor.  Purchaser
  shall have two (2)) days after the delivery of the survey to
  Purchaser to review it and to present Seller with written notice
  of any objections to matters shown by the survey.  Any objections
  which have not been presented to Seller by the end of such period
  shall be deemed to have been waived.  If written objections to the
  survey are timely made, then Seller, at Seller's expense, shall
  take such steps as are necessary to satisfy the objections.  If
  Purchaser's objections have not been satisfied prior to Closing,
  then Purchaser shall have the right to elect not to close on the
  transaction and not to purchase the Property.
  
            c)  ZONING.  Purchaser assumes that current zoning for
  the land parcel will allow the construction of a food and fuel
  facility , including liquor sales.  If any State, County, City or
  code restrictions prevent the operation of Purchaser's standard
  food and fuel facility, Purchaser shall have the right to cancel
  this agreement with no obligation to proceed with Closing.
  
            d)  ENVIRONMENTAL EXAMINATION.  Within five (5) days of
  the execution of this Agreement, Seller shall furnish Purchaser,
  at Seller's expense, a Phase 1 Environmental Site Assessment for
  the Property.  Purchaser shall have five (5) days from the date of
  receipt of the Phase 1 Evaluation within which to review the Phase
  1 Evaluation.  If Purchaser determines that there is reason to
  believe that any hazardous waste, hazardous substance, pollutants
  or other contaminants (collectively referred to as "Contaminants")
  have been released on the Property or from or onto any other
  property, then, within two (2) days, Purchaser shall notify Seller
  in writing of any objections which Purchaser may have to
  environmental matters disclosed by the Phase 1 Evaluation. 
  Failure to give such written notice to Seller shall constitute a
  waiver of any objection by Purchaser to any environmental matter. 
  Within two (2) days after receiving written notice from Purchaser
  of an objection, Seller may either: (i) terminate this Agreement
  by written notice to Purchaser, and Escrow Agent, in which event
  the earnest money deposit and all interest accrued thereon, if
  any, shall be reimbursed to Purchaser and upon such reimbursement
  this Agreement shall terminate and shall be of no further effect
  except for those provisions concerning rights and duties after a
  failure to close without fault of either party; (ii) commence all
  curative actions; or (iii) give written notice of refusal to take
  curative action.  If Seller gives written notice of refusal to
  take curative action, or if Seller commences curative action but
  fails to cure any objection prior to the Closing, then Purchaser,
  at Purchaser's option, may elect to: (i) waive the objection and
  proceed to Closing, in which event all environmental matters shall
  be deemed approved and accepted by Purchaser and Seller shall have
  no further obligation to undertake curative action; or (ii)
  terminate this Agreement by written notice to Seller and Escrow
  Agent, in which event the earnest money deposit and all interest
  accrued thereon shall be reimbursed to Purchaser and upon such
  reimbursement this Agreement shall terminate and shall be of no
  further effect except for those provisions concerning rights and
  duties after a failure to close without fault of either party.
  
           e)  Purchase is subject to adequate traffic access to and
  from the site.
  
           f)  Purchase is subject to the Seller providing all
  necessary utilities to the site ready for hook-up, and Seller
  providing properly compacted site rough graded to within 4" of
  Purchaser's expected finished grade.
  
           g)  Purchase is subject to acquisition of all required
  approvals from state, county, city and neighborhood authorities as
  well as Purchaser's Board of Directors to allow the development of
  a fuel and food facility.
  
           h)  Purchase is subject to a mutual agreement by the
  Seller and Purchaser in regards to a sign easement at the
  Northwest corner of Tatum and Dynamite Boulevards.
  
            In addition to Seller's other indemnification
  obligations set forth in this Agreement, Seller shall indemnify
  Purchaser and hold Purchaser harmless from and against all
  liabilities, obligations, losses, damages, penalties, claims,
  environmental response and cleanup costs, finds, actions, suits,
  costs, taxes, charges, expenses and disbursements, including legal
  fees and expenses incident thereto, imposed on, incurred by, or
  reserved against Purchaser in any way relating to or arising out
  of the existence or presence of any Contaminant on, under, into or
  from the Property at any time prior to Closing, including any
  claims or damages in any related to or arising out of the removal,
  treatment, storage, disposition, mitigation, cleanup or remedying
  of the Contaminants of the Property and any claims or damages
  arising from Seller's use of the Property in violation of any
  applicable environmental law, rule, regulations or ordinance.
  
       5.  CLOSING.  Closing of the transaction shall occur within
  five (5) days after the final date of the Inspection Period. 
  Closing will occur in the offices of the title company issuing the
  title commitment.  The title company shall act, and is hereby
  designated by the parties to act, as escrow agent for the Closing. 
  At Closing, the following actions shall occur, each action being
  considered a condition precedent to the others and all being
  considered as taking place simultaneously:
  
            a)  Seller shall execute, acknowledge and deliver to
  Escrow Agent a general warranty deed, conveying the Property to
  Purchaser as required under Paragraph 3(b).
  
            b)  Purchaser shall deliver to Escrow Agent cash,
  certified funds or a cashier's check for the balance of the
  Purchase Price, after making such adjustments as are shown on the
  closing statements prepared by the Escrow Agent.
  
            c)  The Escrow Agent shall prepare and deliver closing
  statements showing all prorations and other charges and credits to
  each party, such statements to be approved by the respective
  parties.
  
       6.  POST CLOSING.  As soon as is practicable after Closing,
  the Escrow Agent shall make such searches of the public records as
  may be necessary to enable it to issue the title insurance policy
  required to be provided pursuant to Paragraph 3(c), whereupon, if
  such searches are satisfactory, then the transaction shall be
  deemed to have closed and the Escrow agent shall (i) file the deed
  for record, (ii) deliver the recorded deed and title insurance
  policy to Purchaser, and (iii) deliver the note to Seller, and
  (iv) shall disburse the funds as shown on the closing statements. 
  If such searches are not satisfactory, then the transaction shall
  be deemed not to have closed, and the Escrow Agent shall hold the
  unrecorded documents and funds thereafter as agent for the
  parties.  The documents and funds shall be delivered pursuant to
  an agreement of the parties or an order of court specifying the
  disposition thereof.
  
       7.  CLOSING COSTS.  Seller shall pay the fees for recording
  any instrument necessary to establish the marketability of
  Seller's title to the Property and for recording the deed. 
  Purchaser shall pay for all other recording fees.  Seller and
  Purchaser shall each pay one-half (1/2) of any fee charged by the
  title insurance company for closing the transaction.
  
       8.  PRORATION.  Ad valorem taxes and all sewer, garbage,
  water and other assessments applicable to the Property shall be
  prorated as of the date of Closing, and, unless the actual amounts
  for the year in which Closing occurs are known, shall be based
  upon the latest known rates applied to the latest known assessed
  valuation of the Property.  Seller shall provide Purchaser and
  Escrow Agent with the latest rates and assessed valuations of the
  Property provided to Seller by the appropriate governmental
  authorities.  The prorations so determined shall be final and not
  subject to recomputation after Closing.
  
       9.  RISK OF LOSS, POSSESSION AND DELIVERY.  Possession of the
  Property shall be transferred to Purchaser at Closing, and the
  risk of loss shall shift to Purchaser at that time.  Seller shall
  deliver the Property to Purchaser graded as previously described
  with all necessary utilities available for hook-up. Seller shall
  be obligated to carry liability and extended coverage insurance on
  the Property prior to Closing.  
  
       10. DEFAULT AND REMEDIES.  If Seller defaults in the
  performance of this Agreement, the Purchaser shall have the right
  to specific performance, or to rescind this Agreement and recover
  or retain the earnest money deposit, as the case may be, and any
  other remedy provided by law.  If Purchaser defaults in the
  performance of this Agreement, Seller's sole remedy shall be the
  retention of the earnest money deposit.
  
       11. REAL ESTATE COMMISSIONS.  Seller and Purchaser hereby
  covenant that all real estate commission as a result of this
  transaction will be paid by Seller.  In the event of a breach of
  this covenant, the party breaching this covenant shall indemnify
  and hold the other party harmless from any claims of entitlement
  to such a fee or commission.  This covenant shall survive Closing
  or the cancellation of this Agreement.
  
       12. NOTICES.  All notices or any other communications
  required or permitted hereunder shall be in writing, and shall be
  deemed to have been duly given when personally delivered or duly
  deposited in the United States certified mail, return receipt
  requested, properly stamped and addressed, to the parties at their
  addresses listed below: 
  
          Seller:  Pinnacle Sonoran Desert Properties, L.L.C.
                   Attention:   Harv Acridge
                   23733 North Scottsdale Road
                   Scottsdale, Arizona 85255
  
       Purchaser:  Giant Industries Arizona, Inc. 
                   Attention:  John Hosmar, Director, 
                     Retail Development
                   23733 North Scottsdale Road
                   Scottsdale, Arizona 85255
  
       1.  MISCELLANEOUS.
  
           a)  ENTIRE AGREEMENT.  This Agreement constitutes the
  entire agreement between Seller and Purchaser respecting the sale
  and purchase of the Property, and will supersede and replace any
  and all prior and contemporaneous written and oral agreements,
  promises, representations, or conditions with respect thereto.
  
           b)  APPLICABLE LAW.  This Agreement shall be construed
  and enforced in accordance with the laws of the State of Arizona.
  
           c)  BINDING EFFECT.  This Agreement shall be binding upon
  and shall inure to the benefit of the parties hereto and their
  heirs, successors, assigns and personal representatives.
  
           d)  MODIFICATION.  This Agreement may be modified only by
  a writing duly executed by the parties.
  
           e)  ASSIGNMENTS.  This Agreement may not be assigned or
  delegated by either party without the consent of the other party. 
  Any purported assignment without such consent shall be void and
  shall entitle the other party to the remedies allowed herein for a
  default in the performance of this Agreement.
  
           f)  FURTHER DOCUMENTATION.  The parties shall, in good
  faith, execute such additional documents as may be necessary or
  appropriate to fully carry out the intent and purpose of this
  Agreement.
  
           g)  TAX DOCUMENTATION.  Following Closing, Seller shall
  file a complete Form 1099-B, Proceeds from Real Estate, Broker,
  and Barter Exchange Transactions, with the appropriate office of
  the Internal Revenue Service, and shall deliver a copy to
  Purchaser.  This obligation shall survive Closing.
  
           h)  FACSIMILE AGREEMENT.  Signed facsimiles of this
  Agreement shall be binding.
  
      IN WITNESS WHEREOF, the parties have executed this Agreement
  as of the day and year first above written.
  
  
      SELLER - PINNACLE SONORAN DESERT PROPERTIES, L.L.C.
  
                By: /s/ Harvey Acridge         10-5-97
                   --------------------------  -------
                                               Date
  
      PURCHASER - GIANT INDUSTRIES ARIZONA, INC.
  
                By: /s/ John C. Hosmar         10-1-97
                   --------------------------  -------
                   John C. Hosmar, Director,   Date
                   Retail Development
  
  <PAGE>
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                            EXHIBIT A
  
  September 25, 1997
  
  Legal description for Tatum Ranch - Parcel 46 Gas Station Site
  
  A portion of the Southeast quarter of Section 30, Township 5
  North, Range 4 East of the Gila and Salt River Base and Meridian,
  Maricopa County, Arizona.